Tender Price

Schroder UK Mid Cap Fund PLC

05 August 2026

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.

5 August 2026

SCHRODER UK MID CAP FUND PLC

Tender Price

Further to the Company's announcement of 24 June 2026, the Board of Schroder UK Mid Cap Fund plc (the "Company") is pleased to announce that the process of realising the assets held within the Tender Pool established in connection with the Company's Tender Offer has now been completed and the Tender Price has been determined.

Tender Price

The Tender Price at which the Tendered Shares accepted under the Tender Offer will be acquired is 747.7017 pence per Share.

In accordance with the terms and conditions of the Tender Offer, the Tender Price has been calculated as the realised value of the Tender Pool, after deducting all of the costs associated with making the Tender Offer and the other liabilities attributable to the Tender Pool (including the proportionate share of the Company's operating costs allocated to the Tender Pool and the interim dividend declared by the Company on 29 June 2026), divided by the total number of Tendered Shares (being 11,445,798 shares).

Payments of consideration will be made in sterling. Entitlements to a fraction of a penny will be rounded down to the nearest whole penny.

Interim dividend

The Tender Price is stated ex the interim dividend of 6.5 pence per Share declared by the Company on 29 June 2026 and payable on 7 August 2026. That dividend will be paid separately to Shareholders who were on the Company's register of members at the close of business on 10 July 2026.

Settlement and completion

It is expected that the Tendered Shares will be acquired by Investec Bank plc (acting as principal) and repurchased immediately thereafter from Investec by the Company on or around 10 August 2026, and that payments of the Tender Offer consideration will be despatched to Tendering Shareholders by cheque (in the case of certificated holders) and through CREST (in the case of uncertificated holders) on 19 August 2026.

The repurchased Tendered Shares will be held in treasury.

A further announcement will be made following completion of the repurchase.

Capitalised terms shall have the meaning given to them in the Company's circular to shareholders in respect of the tender offer published on 20 May 2026.

Notice for US Shareholders

The tender offer relates to securities of a non-US company organized in England and Wales and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. A circular will be prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and the London Stock Exchange. The tender offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the U.S. Securities Exchange Act of 1934, as amended. The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the tender offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports thereunder.

It may be difficult for U.S. shareholders to enforce certain rights and claims arising in connection with the tender offer under U.S. federal securities laws, because the Company is located outside the United States, and its officers and directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities law. It also might not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgement.

To the extent permitted by applicable law and in accordance with normal U.K. practice, the Company or Investec or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the tender offer remains open for acceptance, including shares and purchases of shares effected by Investec as market maker in the Shares.

For further information please contact:

Company

Harry Morley, Chairman

via Investec Bank plc (details below)

Schroder Investment Management Limited, Company Secretary

Phoebe Merrell

[phone]

Investec Bank plc, Corporate Finance Adviser

Lucy Lewis / Tom Skinner

[phone]

Panmure Liberum Limited, Corporate Broker

Michael Janes

[phone]

Schroders PR

Charlotte Banks / Kirsty Preston

[e-mail] / [e-mail]

[phone] / [phone]

Legal Entity Identifier: 549300SOEWCYZTK2SP87

The person responsible for arranging for the release of this announcement on behalf of Schroder UK Mid Cap Fund plc is Phoebe Merrell of Schroder Investment Management Limited, the Company Secretary.

 

END